proposed adoption of new share option scheme and notice of ...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action you should take, you should
consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant
or other professional adviser.
If you have sold or transferred all your shares in AV Concept Holdings Limited, you should at once hand
this circular, together with the enclosed form of proxy to the purchaser or the transferee or to the bank, a
licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to
the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this circular, makes no representationas to its accuracy or completeness and
expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole
or any part of the contents of this circular.
R17.02(4)
PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
R13.51A
A notice convening the extraordinary general meeting of the Company to be held at The Conference Room,
6th Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Hong Kong on Friday, 3 August
2012 at 11:00 a.m. is set out on pages 7 to 8 of this circular. Whether or not you are able to attend the
meeting, you are requested to complete and return the enclosed form of proxy in accordance with the
instructions printed thereon as soon as possible and in any event not less than 48 hours before the time
appointed for holding the extraordinary general meeting or any adjournment thereof to the Company’s branch
share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s
Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from
attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so
wish.
6 July 2012

CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix – Summary of principal terms of the New Share Option Scheme . . . . . . . . . . . . . 9
- i -

DEFINITIONS
“Adoption Date”
“Board”
“Company”
“Director(s)”
“EGM”
“Group”
“Hong Kong”
“Latest Practicable Date”
“Listing Rules”
“New Share Option Scheme”
“Notice”
“Old Scheme”
“Share(s)”
“Shareholder(s)”
the date on which the New Share Option Scheme is conditionally
adopted by an ordinary resolution to be passed by the Shareholders
at the EGM
the board of Directors
AV Concept Holdings Limited, a company incorporated in the
Cayman Islands with limited liability and the Shares of which are
listed on the Main Board of the Stock Exchange
director(s) of the Company
the extraordinary general meeting of the Company to be held at The
Conference Room, 6th Floor, Enterprise Square Three, 39 Wang
Chiu Road, Kowloon Bay, Hong Kong on Friday, 3 August 2012 at
11:00 a.m. to consider and, if thought fit, approve the proposed
adoption of the New Share Option Scheme as set out in the Notice
the Company and its subsidiaries
the Hong Kong Special Administrative Region of the People’s
Republic of China
4 July 2012, being the latest practicable date prior to the printing of
this circular for ascertaining certain information contained in this
circular
the Rules Governing the Listing of Securities on the Stock
Exchange
the new share option scheme proposed to be adopted by the
Company at the EGM for the benefit of the employees and directors
of the Company and its subsidiaries and other eligible participants,a
summary of its principal terms is set out in the Appendix to this
circular
the notice of the EGM as set out on pages 7 to 8 of this circular
the share option scheme of the Company adopted pursuant to a
resolution passed by the then Shareholders on 13 May 2002 and
expired on 12 May 2012
share(s) of par value HK$0.10 each in the share capital of the
Company
registered holder(s) of the Shares for the time being
- 1 -

DEFINITIONS
“Stock Exchange”
“HK$”
The Stock Exchange of Hong Kong Limited
Hong Kong dollars, the lawful currency of Hong Kong
- 2 -

LETTER FROM THE BOARD OF DIRECTORS
Executive Directors:
Dr. Hon. So Yuk Kwan (Chairman)
Mr. So Chi On (Chief Executive Officer)
Mr. Ho Choi Yan, Christopher (Chief Financial Officer)
Independent non-executive Directors:
Dr. Hon. Lui Ming Wah, SBS, JP
Mr. Charles E. Chapman
Mr. Wong Ka Kit
Registered office:
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Head office and principal place
of business in Hong Kong:
6th Floor
Enterprise Square Three
39 Wang Chiu Road
Kowloon Bay
Hong Kong
R2.14
6 July 2012
To Shareholder
Dear Sir or Madam,
INTRODUCTION
PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
The purpose of this circular is to provide Shareholders with information regarding the proposed
adoption of the New Share Option Scheme and to seek the approval of Shareholders at the EGM in
connection with such matter.
ADOPTION OF NEW SHARE OPTION SCHEME
The Old Scheme
The Old Scheme was conditionally adopted by the Company by a resolution of the then Shareholders
passed on 13 May 2002 and expired on 12 May 2012.
- 3 -

LETTER FROM THE BOARD OF DIRECTORS
According to the terms and conditions of the Old Scheme, the period during which the options granted
thereunder may be exercised must expire in any event not later than the last day of the 10 year period after
the date on which the Old Scheme was adopted. Therefore, as at the Latest Practicable Date, all the rights to
exercise the options granted under the Old Scheme, if any, have already terminated on 12 May 2012, being
the last day of the 10 year period after the date on which the Old Scheme was adopted.
The Company currently does not maintain any share option scheme.
After the Old Scheme expired on 12 May 2012, no further option would be offered pursuant to the
Old Scheme.
The New Share Option Scheme
Taking into account that the Old Scheme expired on 12 May 2012, the Company proposes to adopt the
New Share Option Scheme which complies with Chapter 17 of the Listing Rules.
The purpose of the New Share Option Scheme is to enable the Group to grant options to subscribe for
new Shares to the eligible participants as prescribed in the rules of the New Share Option Scheme as
incentives or rewards for their contribution to the Group. Set out in the Appendix to this circular is a
summary of the principal terms of the New Share Option Scheme.
R17.03(1)
Pursuant to the terms of the New Share Option Scheme, the Board shall have the right to determine
and select eligible participants as prescribed in the rules of the New Share Option Scheme to whom the
Options may be granted. The eligibility of any of the eligible participants to an offer for the grant of options
under the New Share Option Scheme shall be determined by the Directors from time to time on the basis of
their contribution to the development and growth of the Group.
R17.03 (2)
Conditions of the adoption of the New Share Option Scheme
The adoption of the New Share Option Scheme is conditional upon:
(i)
(ii)
the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in,
such number of Shares which may fall to be allotted and issued pursuant to the exercise of the
options which may be granted under the rules of the New Share Option Scheme; and
the passing of an ordinary resolution by the Shareholders to adopt the New Share Option
Scheme at the EGM.
As at the Latest Practicable Date, there were 604,192,419 Shares in issue. Assuming that there is no
change in the issued share capital of the Company between the period from the Latest Practicable Date and
the Adoption Date and subject to the obtaining of the Shareholders’ approval with respect to the adoption of
the New Share Option Scheme at the EGM, the maximum number of Shares which may be allotted and
issued upon exercise of all options which may be granted under the New Share Option Scheme and any other
share option schemes of the Company will be 60,419,241 Shares, being 10% of the total issued capital of the
Company as at the Adoption Date unless the Company obtains a fresh approval from Shareholders to renew
the 10% limit provided that the maximum number of Shares in respect of which options may be granted
R17.03(3)
- 4 -

LETTER FROM THE BOARD OF DIRECTORS
under the New Share Option Scheme together with any options outstanding and yet to be exercised under the
New Share Option Scheme and any other schemes shall not exceed 30% of the issued share capital of the
Company from time to time.
Application will be made to the Stock Exchange for the approval of the listing of, and permission to
deal in, the Shares representing 10% of the issued share capital of the Company as at the Adoption Date
which may fall to be allotted and issued upon the exercise of the options which may be granted under the
New Share Option Scheme.
Reasons for adoption of the New Share Option Scheme
Given that (i) the Old Scheme expired on 12 May 2012 and the Board is not allowed to grant any
share option under the Old Scheme; and (ii) pursuant to the terms of the New Share Option Scheme, the
Directors are entitled to determine any performance targets to be achieved as well as the minimum period for
which an option must be held before an option can be exercised on a case by case basis, and that the exercise
price of an option cannot in any event fall below the price stipulated in the Listing Rules or such higher price
as may be fixed by the Directors, it is expected that grantees of options which may be granted under the New
Share Option Scheme will make an effort to contribute to the development of the Group so as to bring about
an increased market price of the Shares in order to capitalise on the benefits of the options granted.
R17.02(2)(b)
Value of all options that can be granted under the New Share Option Scheme
The Directors consider that it is not possible to state the value of all options that may be granted
pursuant to the New Share Option Scheme as if they had been granted on the Latest PracticableDate, because
the calculation of the value of the options is based on a number of variables such as the exercise price,
exercise period, interest rate, expected volatility and other relevant variables. As options have not yet been
granted under the New Share Option Scheme, certain variables are not available for calculating the value of
the options. The Directors believe that any calculation of the value of the options as at the Latest Practicable
Date based on a great number of speculative assumptions would not be meaningful to the Shareholders.
R17.02(3)
EGM
The Notice of the EGM to be held at The Conference Room, 6th Floor, Enterprise Square Three, 39
Wang Chiu Road, Kowloon Bay, Hong Kong on Friday, 3 August 2012 at 11:00 a.m. is set out on pages 7 to
8 of this circular. An ordinary resolution will be proposed at the EGM to approve, among other things, the
adoption of the New Share Option Scheme.
A form of proxy for the EGM is enclosed. Whether or not you are able to attend the meeting, you are
requested to complete and return the enclosed form of proxy in accordance with the instructions printed
thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the
EGM or any adjournment thereof to the Company’s branch share registrar and transfer office in Hong Kong,
Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion
and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any
adjournment thereof should you so wish.
- 5 -

LETTER FROM THE BOARD OF DIRECTORS
VOTING BY POLL AT THE EGM
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the EGM must be
taken by poll. On a poll every Shareholder present in person or by proxy or (being a corporation) by its duly
authorized representative shall have one vote for each Share registered in his/her/its name in the register of
Shareholders. An announcement on the poll results will be published by the Company on the date of the
EGM in the manner as prescribed under Rule 13.39(5) of the Listing Rules. To the best of the Directors’
knowledge, information and belief, having made reasonable enquiries, the Directors confirm that no
Shareholder is required to abstain from voting at the EGM.
R2.17(1)
DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the rules of the New Share Option Scheme is available for inspection at the Company’s
head office and principal place of business in Hong Kong at 6th Floor, Enterprise Square Three, 39 Wang
Chiu Road, Kowloon Bay, Hong Kong during normal business hours on any business day for the period from
the date hereof and including the date of the EGM and at the EGM.
R17.02(2)
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes
particulars given in compliance with the Listing Rules for the purpose of giving information with regard to
the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their
knowledge and belief the information contained in this circular is accurate and complete in all material
respects and not misleading or deceptive, and there are no other matters the omission of which would make
any statement herein or this circular misleading.
R17.02(2)(d)
RECOMMENDATION
The Directors consider that the proposed adoption of the New Share Option Scheme set out in the
Notice is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors
recommend that all Shareholders should vote in favour of the ordinary resolution to be proposed at the EGM.
Yours faithfully,
For and on behalf of the Board of Directors
AV Concept Holdings Limited
So Yuk Kwan
Chairman
- 6 -

NOTICE OF EGM
NOTICE IS HEREBY GIVEN that the extraordinary general meeting of AV Concept Holdings
Limited (“Company”) will be held at The Conference Room, 6th Floor, Enterprise Square Three, 39 Wang
Chiu Road, Kowloon Bay, Hong Kong on Friday, 3 August 2012 at 11:00 a.m. for the purpose of
considering and, if thought fit, passing with or without amendments the following resolution as an ordinary
resolution of the Company:
ORDINARY RESOLUTION
“THAT:
subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited
(“Stock Exchange”) granting the listing of, and permission to deal in, such number of shares of the
Company which may fall to be allotted and issued pursuant to the exercise of the options which may
be granted under the rules of the new share option scheme (“New Share Option Scheme”), a draft of
which is produced to the meeting marked “A” and signed by the chairman of the meeting for the
purposes of identification, representing an amount (“General Scheme Limit”) up to 10 per cent. of the
issued shares of the Company as at the day on which this resolution is passed, with effect from the
close of business of the day on which this resolution is passed, the rules of the New Share Option
Scheme be approved and adopted and the directors of the Company be and are hereby authorised:
(a)
(b)
(c)
to approve any amendments to the rules of the New Share Option Scheme as may be acceptable
or not objected to by the Stock Exchange;
at their absolute discretion to grant options to subscribe for shares of the Company in
accordance with the rules of the New Share Option Scheme;
to allot, issue and deal with shares of the Company pursuant to the exercise of options granted
under the New Share Option Scheme provided that the aggregate amount of shares which may
fall to be allotted and issued pursuant to this authority, together with any issue of shares of the
Company upon the exercise of any options granted under any other share option scheme as may
from time to time be adopted by the Company or its subsidiaries, shall not exceed the General
Scheme Limit; and
- 7 -

NOTICE OF EGM
(d)
to take all such steps as may be necessary, desirable or expedient to carry into effect the New
Share Option Scheme.”
By order of the Board
AV Concept Holdings Limited
So Yuk Kwan
Chairman
Hong Kong, 6 July 2012
Registered office:
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Head office and principal place
of business in Hong Kong:
6th Floor
Enterprise Square Three
39 Wang Chiu Road
Kowloon Bay
Hong Kong
As at the date of this notice, the Board comprises three executive Directors, Dr. Hon. So Yuk Kwan
(Chairman), Mr. So Chi On and Mr. Ho Choi Yan, Christopher and three independent non-executive
Directors, Dr. Hon. Lui Ming Wah, SBS, JP, Mr. Charles E. Chapman and Mr. Wong Ka Kit.
Notes:
1. A form of proxy for use at the extraordinary general meeting is being despatched to the shareholders of the Company
together with a copy of this notice.
2. Any shareholder of the Company entitled to attend and vote at the extraordinary general meeting convened by the above
notice shall be entitled to appoint one proxy or, if he is the holder of two or more Shares, more than one proxy to attend
and vote instead of him. A proxy need not be a shareholder of the Company.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised
in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly
authorised.
4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is
signed, or a notarially certified copy of such power or authority, must be deposited at the Company’s branch share
registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East,
Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting
in person at the EGM convened or any adjourned meeting and in such event, the form of proxy will be deemed to be
revoked.
6. Where there are joint registered holders of any share of the Company, any one of such joint holders may vote, either in
person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint
holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first
on the register in respect of such shares shall alone be entitled to vote.
- 8 -

APPENDIX
PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
Set out below is a summary of the principal terms and conditions of the New Share Option Scheme.
(1) PURPOSE OF THE SCHEME
The purpose of the New Share Option Scheme is to enable the Group to grant options to selected
participants as incentives or rewards for their contribution to the Group.
R17.03(1)
(2) WHO MAY JOIN
The Directors (which expression shall, for the purpose of this Appendix, include a duly authorised
committee thereof) may, at their absolute discretion subject to the Listing Rules, invite any person belonging
to any of the following classes of participants, to take up options to subscribe for Shares:
R17.03(2)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
any employee (whether full-time or part-time including any executive director but excluding
any non-executive director) of the Company, any of its subsidiaries or any entity (“Invested
Entity”) in which the Group holds an equity interest;
any non-executive director (including independent non-executive director) of the Company, any
of its subsidiaries or any Invested Entity;
any supplier of goods or services to any member of the Group or any Invested Entity;
any customer of any member of the Group or any Invested Entity;
any person or entity that provides research, development or other technological support to any
member of the Group or any Invested Entity;
any shareholder of any member of the Group or any Invested Entity or any holder of any
securities issued by any member of the Group or any Invested Entity;
any adviser (professional or otherwise) or consultant to any area of business or business
development of the Group or any Invested Entity; and
any other group or classes of participants who have contributed or may contribute by way of
joint venture, business alliance or other business arrangement to the development and growth of
the Group,
and, for the purposes of the New Share Option Scheme, the options may be granted to any company wholly
owned by one or more persons belonging to any of the above classes of participants. For the avoidance of
doubt, the grant of any option by the Company for the subscription of Shares or other securities of the Group
to any person who fall within any of the above classes of participants shall not, by itself, unless the Directors
otherwise determined, be construed as a grant of option under the New Share Option Scheme.
The eligibility of any of the above class of participants to the grant of any option shall be determined
by the Directors from time to time on the basis of the Directors’ opinion as to his contribution to the
development and growth of the Group.
- 9 -

APPENDIX
PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
(3) MAXIMUM NUMBER OF SHARES
(a)
The maximum number of Shares to be issued upon the exercise of all outstanding options
granted and yet to be exercised under the New Share Option Scheme and any other share option
scheme of the Group must not in aggregate exceed 30% of the issued share capital of the
Company from time to time.
R17.03(3)
(b)
The initial total number of Shares which may be issued upon exercise of all options (excluding,
for this purpose, options which have lapsed in accordance with the terms of the New Share
Option Scheme and any other share option scheme of the Group) to be granted under the New
Share Option Scheme and any other share option scheme of the Group must not in aggregate
exceed 10% of the Shares in issue at the day on which the New Share Option Scheme is
approved (“General Scheme Limit”).
(c)
Subject to (a) above but without prejudice to (d) below, the Company may issue a circular to
the Shareholders and seek approval of the Shareholders in general meeting to refresh the
General Scheme Limit provided that the total number of Shares which may be issued upon
exercise of all options to be granted under the New Share Option Scheme and any other share
options scheme of the Group must not exceed 10% of the Shares in issue as at the date of
approval of the refreshed limit and for the purpose of calculating the refreshed limit, options
(including those outstanding, cancelled, lapsed or exercised in accordance with the New Share
Option Scheme and any other share option scheme of the Group) previously granted under the
New Share Option Scheme and any other share option scheme of the Group will not be
counted. The circular to be sent by the Company to the Shareholders shall contain, among other
information, the information required under Rule 17.02(2)(d) of the Listing Rules and the
disclaimer required under Rule 17.02(4) of the Listing Rules.
(d)
Subject to (a) above and without prejudice to (c) above, the Company may seek separate
Shareholders’ approval in general meeting to grant options beyond the General Scheme Limit
or, if applicable, the refreshed limit referredto in (c) above to participantsspecifically identified
by the Company before such approval is sought. In such event, the Company must send a
circular to the Shareholders containing a general description of the specified participants, the
number and terms of options to be granted, the purpose of granting options to the specified
participantswith an explanation as to how the terms of the options serve such purpose and such
other information required under Rule 17.02(2)(d) of the Listing Rules and the disclaimer
required under Rule 17.02(4) of the Listing Rules.
(4) MAXIMUM ENTITLEMENT OF EACH PARTICIPANT
The total number of Shares issued and which may fall to be issued upon exercise of the options to be
granted under the New Share Option Scheme and any other share option scheme of the Group (including both
exercised or outstanding options) to each participant in any 12-month period shall not exceed 1% of the
issued share capital of the Company for the time being (“Individual Limit”). Any further grant of options in
excess of the Individual Limit in any 12-month period up to and including the date of such further grant shall
be subject to the issue of a circular to the Shareholders and the Shareholders’ approval in general meeting of
the Company with such participant and his associates abstaining from voting. The number and terms
R17.03(4)
- 10 -

APPENDIX
PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
(including the exercise price) of the options to be granted to such participant must be fixed before
Shareholders’ approval and the date of board meeting for proposing such further grant should be taken as the
date of grant for the purpose of calculating the exercise price under note (1) to Rule 17.03(9) of the Listing
Rules.
(5) GRANT OF OPTIONS TO CONNECTED PERSONS
R17.04(1)
R17.04(2)
(a)
(b)
Any grant of options under the New Share Option Scheme to a director, chief executive or
substantial shareholder of the Company or any of their respective associates (as defined under
the Listing Rules) must be approved by independent non-executive Directors (excluding
independent non-executive Director who or whose associate is the grantee of the options).
Where any grant of options to a substantial shareholder or an independent non-executive
Director or any of their respective associates, would result in the Shares issued and to be issued
upon exercise of all options already granted and to be granted (including options exercised,
cancelled and outstanding) to such person in the 12-month period up to and including the date
of such grant:
(i)
(ii)
representing in aggregate over 0.1% of the Shares in issue; and
having an aggregate value, based on the closing price of the Shares at the date of each
grant, in excess of HK$5 million;
such further grant of options must be approved by the Shareholders in general meeting. The Company must
send a circular to the Shareholders. All connected persons of the Company must abstain from voting at such
general meeting, except that any such connected person may vote against the relevant resolution at the
general meeting provided that his/her/its intention to do so has been stated in the said circular to the
Shareholders. Any vote taken at the meeting to approve the grant of such options must be taken on a poll.
Any change in the terms of options granted to a substantial shareholder or an independent non-executive
Director or any of their respective associates must be approved by the independent Shareholders in general
meeting.
R13.40
(6) TIME OF ACCEPTANCE AND EXERCISE OF OPTION
An offer of the grant of the option may be accepted by a participant within 21 days from the date of
the offer of grant of the option. An option may be exercised in accordance with the terms of the New Share
Option Scheme at any time during a period to be determined and notified by the Directors to each grantee
which period may commence on the date upon which the offer for the grant of options is made but shall end
in any event not later than 10 years from the date of grant of the option subject to the provisions for early
termination thereof. Unless otherwise determined by the Directors and stated in the offer of the grant of
options to a grantee, there is no minimum period required under the New Share Option Scheme for the
holding of an option before it can be exercised.
R17.03(5)
R17.03(6)
- 11 -

APPENDIX
PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
(7) PERFORMANCE TARGETS
Unless the Directors otherwise determined and stated in the offer of the grant of options to a grantee, a
grantee is not required to achieve any performance targets before any options granted under the New Share
Option Scheme can be exercised.
R17.03(7)
(8) SUBSCRIPTION PRICE FOR SHARES AND CONSIDERATION FOR THE OPTION
The subscription price for Shares under the New Share Option Scheme will be a price determined by
the Directors, but shall not be less than the higher of (i) the closing price of Shares as stated in the Stock
Exchange’s daily quotations sheet on the date of the offer of grant, which must be a business day; (ii) the
average closing price of Shares as stated in the Stock Exchange’s daily quotations for the five trading days
immediately preceding the date of the offer of grant; and (iii) the nominal value of the Shares. A nominal
consideration of HK$1 is payable on acceptance of the grant of an option.
R17.03(9)
R17.03(8)
(9) RANKING OF SHARES
(a)
Shares allotted upon the exercise of an option will be subject to all the provisions of the articles
of association of the Company and will rank pari passu in all respects with the fully paid Shares
in issue on the date on which the option is duly exercised or, if that date falls on a day when
the register of members of the Company is closed, the first day of the re-opening of the register
of members (“Exercise Date”) and accordingly will entitle the holders thereof to participate in
all dividends or other distributions paid or made on or after the Exercise Date other than any
dividend or other distribution previously declared or recommended or resolved to be paid or
made if the record date therefore shall be before the Exercise Date. A Share allotted upon the
exercise of an option shall not carry voting rights until the completion of the registration of the
grantee on the register of members of the Company as the holder thereof.
R17.03(10)
(b)
Unless the context otherwise requires, references to “Shares” in this paragraph include
references to shares in the ordinary equity share capital of the Company of such nominal
amount as shall result from a subdivision, consolidation, reclassification or reduction of the
share capital of the Company from time to time.
(10) RESTRICTIONS ON THE TIME OF GRANT OF OPTIONS
For so long as the Shares are listed on the Stock Exchange, no offer for grant of options shall be made
after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until
such price sensitive information has been announced in accordance with the requirements of the Listing
Rules. In particular, during the period commencing one month immediately preceding the earlier of (a) the
date of the meeting of the Directors for the approval of the Company’s results for any year, half-year,
quarterly or any other interim period (whether or not required under the Listing Rules); and (b) the last date
on which the Company must publish an announcement of its results for any year, half-year, quarterly or any
other interim period (whether or not required under the Listing Rules), and ending on the date of the
announcement of the results, no offer for grant of option may be made.
- 12 -

APPENDIX
PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
The Directors may not grant any option to a participant who is subject to the Model Code for
Securities Transactions by Directors of Listed Issuers prescribed by the Listing Rules or any corresponding
code or securities dealing restrictions adopted by the Company during the periods or times in which such
participants is prohibited from dealing in Shares pursuant to such code.
(11) PERIOD OF THE NEW SHARE OPTION SCHEME
R17.03(11)
The New Share Option Scheme will remain in force for a period of 10 years commencing on the date
on which the New Share Option Scheme is adopted.
(12) RIGHTS ON CEASING EMPLOYMENT
If the grantee of an option is an Eligible Employee and ceases to be an Eligible Employee for any
reason other than death, ill-health or retirement in accordance with his contract of employment or for serious
misconduct or other grounds referred to in sub-paragraph (14) below before exercising his option in full, the
option (to the extent not already exercised) will lapse on the date of cessation and will not be exercisable
unless the Directorsotherwise determinein which event the grantee may exercise the option (to the extent not
already exercised) in whole or in part within such period as the Directors may determine following the date
of such cessation, which will be taken to be the last day on which the grantee was at work with the Group or
the Invested Entity whether salary is paid in lieu of notice or not.
Eligible Employee means any employee (whether full time or part time employee, including any
executive director but excluding any non-executive director) of the Company, any of its subsidiaries or any
Invested Entity.
(13) RIGHTS ON DEATH, ILL-HEALTH OR RETIREMENT
If the grantee of an option is an Eligible Employee and ceases to be an Eligible Employee by reason of
his death, ill-health or retirement in accordance with his contract of employment before exercising the option
in full, his personal representative(s),or, as appropriate, the grantee may exercise the option (to the extent not
already exercised) in whole or in part within a period of 12 months following the date of cessation which
date shall be the last day on which the grantee was at work with the Group or the Invested Entity whether
salary is paid in lieu of notice or not or such longer period as the Directors may determine.
(14) RIGHTS ON DISMISSAL
If the grantee of an option is an Eligible Employee and later ceases to be an Eligible Employee by
reason that he has been guilty of serious misconduct or has committed any act of bankruptcy or has become
insolvent or has made any arrangementsor composition with his creditors generally, or has been convicted of
any criminal offence (other than an offence which in the opinion of the Directors does not bring the grantee
or the Group or the Invested Entity into disrepute), his option will lapse automatically and will not in any
event be exercisable on or after the date of cessation to be an Eligible Employee.
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APPENDIX
PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
(15) RIGHTS ON BREACH OF CONTRACT
If the Directors shall at their absolute discretion determine that (a) (i) the grantee of any option (other
than an Eligible Employee) or his associate has committed any breach of any contract entered into between
the grantee or his associate on the one part and the Group or any Invested Entity on the other part; or (ii) that
the grantee has committed any act of bankruptcy or has become insolvent or is subject to any winding-up,
liquidation or analogous proceedings or has made any arrangement or composition with his creditors
generally; or (iii) the grantee could no longer make any contribution to the growth and development of the
Group by reason of the cessation of its relations with the Group or by other reason whatsoever; and (b) the
option granted to the grantee under the New Share Option Scheme shall lapse, his option will lapse
automatically and will not in any event be exercisable on or after the date on which the Directors have so
determined.
(16) RIGHTS ON A GENERAL OFFER, A COMPROMISE OR ARRANGEMENT
If a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of
arrangement or otherwise in like manner is made to all the holders of Shares, or all such holders other than
the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with
the offeror, the Company shall use all reasonable endeavours to procure that such offer is extended to all the
grantees on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of
the options granted to them, Shareholders. If such offer becomes or is declared unconditional, a grantee shall
be entitled to exercise his option (to the extent not already exercised) to its full extent or to the extent
specified in the grantee’s notice to the Company in exercise of his option at any time before the close of such
offer (or any revised offer) or the record date for entitlements under such scheme of arrangement, as the case
may be. Subject to the above, an option will lapse automatically (to the extent not exercised) on the date on
which such offer (or, as the case may be, revised offer) closes.
(17) RIGHTS ON WINDING UP
In the event of a resolution being proposed for the voluntary winding-up of the Company during the
option period, the grantee may, subject to the provisions of all applicable laws, by notice in writing to the
Company at any time not less than two business days before the date on which such resolution is to be
considered and/or passed, exercise his option (to the extent not already exercised) either to its full extent or to
the extent specified in such notice in accordance with the provisions of the New Share Option Scheme and
the Company shall allot and issue to the grantee the Shares in respect of which such grantee has exercised his
option not less than one business day before the date on which such resolution is to be considered and/or
passed whereupon the grantee shall accordingly be entitled, in respect of the Shares allotted and issued to him
in the aforesaid manner, to participatein the distribution of the assets of the Company available in liquidation
pari passu with the holders of the Shares in issue on the day prior to the date of such resolution. Subject
thereto, all options then outstanding shall lapse and determine on the commencementof the winding-up of the
Company.
R17.03(10)
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APPENDIX
PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
(18) GRANTEE BEING A COMPANY WHOLLY OWNED BY ELIGIBLE PARTICIPANTS
If the grantee is a company wholly owned by one or more eligible participants:
(a)
(b)
sub-paragraphs (12), (13), (14) and (15) shall apply to the grantee and to the options to such
grantee, mutatis mutandis, as if such options had been granted to the relevant eligible
participant, and such options shall accordingly lapse or fall to be exercisable after the event(s)
referred to in sub-paragraphs (12), (13), (14) and (15) shall occur with respect to the relevant
eligible participant; and
the options granted to the grantee shall lapse and determine on the date the grantee ceases to be
wholly owned by the relevant eligible participant provided that the Directors may in their
absolute discretion decide that such options or any part thereof shall not so lapse or determine
subject to such conditions or limitations as they may impose.
(19) ADJUSTMENTS TO THE SUBSCRIPTION PRICE
In the event of a capitalisation issue, rights issue, subdivision or consolidation of Shares or reduction
of capital of the Company whilst an option remains exercisable or the New Share Option Scheme remains in
effect, such corresponding alterations (if any) certified by the auditors of the Company for the time being of
or an independent financial adviser to the Company as fair and reasonable will be made to the number or
nominal amount of Shares, the subject matter of the New Share Option Scheme and the option so far as
unexercised and/or the option price of the option concerned, provided that (i) any adjustments shall give a
grantee the same proportion of the issued share capital to which he was entitled prior to such alteration; (ii)
the issue of Shares or other securities of the Group as consideration in a transaction may not be regarded as a
circumstance requiring adjustment; and (iii) no alteration shall be made the effect of which would be to
enable a Share to be issued at less than its nominal value and in each case, any adjustment must be made in
compliance with the Listing Rules and such rules, codes and guidance notes of the Stock Exchange from time
to time. In addition, in respect of any such adjustments, other than any made on a capitalisation issue, such
auditors or independent financial adviser must confirm to the Directors in writing that the adjustments satisfy
and are in compliance with the requirements of the relevant provision of the Listing Rules.
R17.03(13)
(20) CANCELLATION OF OPTIONS
Save as to breach of paragraph (22) and subject to Chapter 17 of the Listing Rules, any cancellationof
options granted but not exercised must be subject to the consent of the relevant grantee and the approval of
the Directors. When the Company cancels any option granted to a grantee but not exercised and issues new
option(s) to the same grantee, the issue of such new option(s) may only be made with available unissued
options (excluding the options so cancelled) within the General Scheme Limit or the new limits approved by
the Shareholders pursuant sub-paragraphs (3) (c) and (d) above.
R17.03(14)
(21) TERMINATION OF THE NEW SHARE OPTION SCHEME
The Company may by resolution in general meeting at any time terminate the New Share Option
Scheme and in such event no further option shall be offered but in all other respects the provisions of the
New Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any
R17.03(16)
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APPENDIX
PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME
options (to the extent not already exercised) granted prior to the termination or otherwise as may be required
in accordance with the provisions of the New Share Option Scheme. Options (to the extent not already
exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the
New Share Option Scheme.
(22) RIGHTS ARE PERSONAL TO THE GRANTEE
An option is personal to the grantee and shall not be transferable or assignable.
R17.03(17)
(23) LAPSE OF OPTION
An option shall lapse automatically (to the extent not already exercised) on the earliest of (a) the
expiry of the option period in respect of such option; (b) the expiry of the periods or dates referred to in
paragraphs (12), (13), (14), (15), (16), (17) and (18); or (c) the date on which the Directors exercise the
Company’s right to cancel the option by reason of a breach of paragraph (22) above by the grantee.
R17.03(12)
(24) OTHERS
(a)
The New Share Option Scheme is conditional on the passing of the necessary resolution to
approve and adopt the New Share Option Scheme in general meeting of the Company and the
Stock Exchange granting the listing of, and permission to deal in, such number of Shares to be
issued pursuant to the exercise of any option which may be granted under the New Share
Option Scheme, such number being not less than that of the General Scheme Limit.
(b)
The New Share Option Scheme may be altered in any respect by a resolution of the Directors
except that the provisions of the New Share Option Scheme as to (i) the definitions of “Eligible
Participants”, “Grantee”, “Option Period” and “Termination Date” and (ii) the provisions of the
New Share Option Scheme relating to the matters governed by Rule 17.03 of the Listing Rules,
shall not be altered to the advantage of grantees or prospective grantees except with the prior
sanction of a resolution of the Shareholders in general meeting, provided that no such alteration
shall operate to affect adversely the terms of issue of any option granted or agreed to be granted
prior to such alteration except with the consent or sanction of such majority of the grantees as
would be required of the Shareholders under the articles of association of the Company for a
variation of the rights attached to the Shares.
R17.03(18)
(c)
Any alterations to the terms and conditions of the New Share Option Scheme which are of a
material nature or any change to the terms of options granted must be approved by the
Shareholders in general meeting, except where the alterations take effect automatically under
the existing terms of the New Share Option Scheme. The amended terms of the New Share
Option Scheme or the options shall comply with the relevant requirements of Chapter 17 of the
Listing Rules.
(d)
Any change to the authority of the Directors or the scheme administrators in relation to any
alteration to the terms of the New Share Option Scheme shall be approved by the Shareholders
in general meeting.
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